![]() As a result, certain private companies have favored the de-SPAC transaction structure over a traditional IPO. Many companies and investment bankers believe that the SPAC transaction structure allows private companies greater certainty regarding valuation and a quicker “going public” timeline than a traditional IPO while offering the ability to provide and use projections in the de-SPAC filings made with the Commission. ![]() SPACs are typically shell companies formed for the purpose of merging with or acquiring a private target company. The public comment period will remain open for 60 days following publication of the proposing release on the SEC's website or 30 days following publication of the proposing release in the Federal Register, whichever period is longer. Thus, investors deserve the protections they receive from traditional IPOs, with respect to information asymmetries, fraud, and conflicts, and when it comes to disclosure, marketing practices, gatekeepers, and issuers.” Functionally, the SPAC target IPO is being used as an alternative means to conduct an IPO. Ultimately, I think it’s important to consider the economic drivers of SPACs. Today’s proposal would help ensure that these tools are applied to SPACs. Chairman Gensler was quoted as saying “or traditional IPOs, Congress gave the SEC certain tools, which I generally see as falling into three buckets: disclosure standards for marketing practices and gatekeeper and issuer obligations. The Commission’s goals appear to be twofold: first, to make the disclosures involved in de-SPAC transactions more analogous to those in a traditional IPO process and second, to more prominently highlight the potential conflicts of interest between the sponsor of a SPAC and its public shareholders. ![]() Remove “safe-harbor” protections under the Private Securities Litigation Reform Act of 1995, as amended (the “PSLRA”), relating to the use of projections in de-SPAC transactions, and impose heightened disclosure requirements in connection with the use of such projections.Ī known focus of Commission Chairman Gary Gensler since May 2021 when he discussed devoting significant Commission resources to addressing issues in de-SPAC transactions to the House Appropriations Committee, the proposed rules and amendments would require more fulsome and transparent disclosure in such transactions.Expose private target companies and their directors, as well as investment bankers involved in a de-SPAC transaction, to the same liability under Section 11 of the Securities Act of 1933, as amended (the “Securities Act”), for material misstatements or omissions in S-4 registration statements that such parties would have in a traditional IPO and. ![]() Enhance disclosure requirements related to SPACs and de-SPAC transactions to more closely align with the requirements of companies engaging in a traditional initial public offering (“IPO”) process.The proposed new rules and amendments would, among other things, if adopted: Securities and Exchange Commission (the “Commission” or “SEC”) proposed new rules and amendments regarding special purpose acquisition companies (“SPACs”), shell companies, and disclosure related to projections. ![]()
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![]() Unsuccessful attempts to repair the startup disk using Disk Utility will ultimately lead to a new HDD or SSD purchase. errors, it likely means the hard drive is going to fail sometime soon – which could be anywhere between hours or even weeks. When a Mac optimization app or Disk Utility notifies you about S.M.A.R.T. monitoring has detected an error that needs to be addressed. If that happens repeatedly or for prolonged periods of time, the user will receive a warning message that the S.M.A.R.T. When operational, the drive monitors how often these metrics hit a warning threshold. attributes, which monitor a variety of metrics such as read error rate, disk surface error rate, spin-up time, data throughput, write-head stability, and spin-up retries, among many other options.Įach attribute has an absolute value (raw) defined by the manufacturer and a normalized value on a scale of 100 to 1 or 200 to 1. More information about the drive's health can be obtained by examining the S.M.A.R.T. status, which includes two values, “disk OK” or “disk drive fail”, which are based on the values “threshold not exceeded” and “threshold exceeded”. ![]() The disk health monitoring technology was standardized by the Small Form Factor (SFF) committee in the mid-90s, based on technology developed by computer manufacturer Compaq and disk drive makers Seagate, Quantum and Conner. It is a hard drive and flash disk monitoring system that tracks indicators of drive reliability and informs the user about them, allowing enough time for data backup if needed. S.M.A.R.T., also written as SMART, is the acronym for Self-Monitoring, Analysis and Reporting Technology. This is a feature that lets a disk drive test itself for potential problems. ![]() ![]() status that a lot of disk drives include. If files were corrupted out of the blue, an external drive you usually connect to the Mac doesn’t operate properly, or your computer doesn’t boot, then it’s time to check the health of your hard disk using Disk Utility via the S.M.A.R.T. ![]() ![]() While some disagreed like Paul Tappan and Hermann Mannheim. Hill who called out high-end criminals as merciless criminal capitalists, Edward Ross who called these criminals shameful etc. This gave a wider scope to existing theories about crime and challenged many conventional theories. He wanted to make sure justice was served no matter what your social status is because earlier these elite criminals could get away with anything using their power. Sutherland offered a formal definition of white collar crimes as “a crime committed by a person of high social status and respectability in the course of his occupation.” This definition also includes crimes committed by corporations and other legal entities. This theory was the result of studying 70 major American corporations and 15 utilities for decades. He also goes on to compare such high-status offenders to lower class offenders. He pointed out that crimes were not just restricted to inner-city but also could be committed by those who are well educated and in the higher status of the society. Sutherland a 20th-century professor and sociologist, who developed the concept of white collar crimes in 1939 through the article “American Sociology Review”. Hence complaints against such crimes very unheard and unpunished. So these crimes were widely accepted and considered as part of business tactics by shrewd professionals or businessmen. Since white-collar crimes were not violent in nature as compared to conventional or traditional street crimes, the concept of white collar crimes did not fit into the description of crimes to society. Some of the most well known white-collar cases are- Enron (fabricated their profits to increase the met worth of the company), Worldcom (biggest accounting scandal), HealthSouth (fraudulent accounts), Bernard Madoff (fraud) and Wells Fargo(creation of fake bank accounts and unauthorized credit cards). In short there is a ripple effect from top board directors to daily wage workers in the company are effected. They do this by terminating employees, cost-cutting, increase the price of the product, lower the salary and working conditions of the employees. ![]() When a company goes through huge money loss they need to recover it in some way. Such crimes do not involve physical violence but it could ruin millions of lives. ![]() “With a financial motive to obtain or avoid losing money, property, or services or to secure a personal or business advantage.” Examples of such crimes can be money laundering, fraud and embezzlement. According to the Federal Bureau of Investigation (FBI), white-collar crimes are “characterized by deceit, concealment, or violation of trust and are not dependent on the application or threat of physical force or violence.” It is mostly executed by people with high social status and in respectable positions, like business or government professionals. White collar crimes are those committed for financial gain by the perpetrator, they are non-violent in nature. “Nothing could be more erroneous than to continue to regard criminals as products of slums, broken homes, and of lower classes.” ![]() ![]() ![]() Vanilla Bean creates the perfect base for a fruit smoothie – I, myself, am a fan of frozen strawberries and blueberries blended together with a vanilla bean shake. Café Latte is perfect for the coffee lover – not overly sweet yet has a very distinct coffee flavor. In my EBook and articles, I focus on buy viagra in spain this idea. 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In addition to being 99.99% lactose free, these drinks are also gluten free, soy free, wheat free, and don’t use any artificial sweeteners. ![]() They aren’t overly thick or gritty like some products on the market – you would probably not even realize it was a protein drink. This was my first time trying Iconic Protein drinks, and I was pleasantly surprised by their line!! Boasting 20 grams of protein and around 4 grams of net carbs per bottle, these are some of the smoothest drinks I’ve tried. And some of them are hard to get through. I’ve tried dozens of protein drinks on the market. Dairy was one of my main sources of protein, so it was necessary for me to find additional ways to keep my protein intake up while also avoiding foods that trigger reactions in my body. I began to cut out foods that were triggers for me – namely dairy and carbohydrates. So, in late 2020, I overhauled the way I eat. Then I realized some foods I was eating were causing my body way more harm than they were worth. MUCH CHEAPER.Have you ever REALLY thought about what you put into your body? Until recently, I hadn’t. Of course, if you buy in bulk, you can save between $0.40 and $1.00 per bottle depending on website and shipping methods.Ĭan you make your own at home for cheaper? Why, yes indeed. At my local Sprouts food market in Boulder, Colorado, the 11.5 oz Iconic shake was priced at $3.79 ($0.33 per ounce) and the 12 oz Evolve shake was comparable at $3.99 ($0.33 per ounce). The price for these bottled shakes can be cost-prohibitive for some individuals. Neither drink is intended to be a meal replacement, however, an occasional complement to a snack, a bedtime protein dose, or a quick and convenient option for post-exercise nutrition make both of these products an option to consider. ![]() However, so long as you are eating a variety of mixed protein sources throughout the day AND eating adequate protein amounts to meet your needs, you are generally okay in this area While pea protein is a great option for plant-based protein, it does not match gram for gram the essential amino acids provided in milk protein. The 10 grams of fiber does not make this a good option to drink before exercise for most individuals The 260 milligrams of sodium can be a useful dose of sodium after a sweaty workout to help with rehydration The inulin fiber is generally accepted as a quality prebiotic source of fiberįewer overall ingredients (especially compared to the Iconic drink) While some individuals may need the extra carbohydrate, this drink still provides a good ratio of carbohydrate to protein (as opposed to classic chocolate milks that have a 4:1 ratio of carbohydrate to protein due to gobs of added sugar) The flavor is richer and more chocolatey compared to the Iconic shakeĪ good amount of plant protein for vegan followers The sweetness is from cane sugar and organic stevia extract, although there is the vague “natural flavors” ingredient that possibly contributes to its sweetness. The chocolate Evolve contains 20 grams of protein from pea protein, is low in fat (1 gram) and moderate in carbohydrate content (20 grams of total carbohydrate with 7 grams of sugar and 10 grams of fiber). The Evolve company is no stranger to ready-to-drink shakes as its parent company is Cytosport, the makers of MuscleMilk. ![]() ![]() ![]() As you can see from the video above, Madelyn Cline is no stranger to putting her blasphemous boobs and bulbous butt on display, as she enjoys being filmed dancing around like a total whore. In 2019, she had another major film role, in Guy Ritchie's ‘The Gentlemen’. Netflix’s Outer Banks star Madelyn Cline flaunts her thicc ass in a thong bikini in the photos above. Then in 2017, she appeared in the second season of the PBS series ‘Mercy Street’ as well as the film ‘The Hippopotamus’. 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O In an open letter, New England Annual Conference Bishop Sudarshana Devadhar and his nine cabinet members wrote, “We are heartbroken by, and repent of, the harm caused by the recent Special Session of the General Conference and years of discrimination in the United Methodist Church to LGBTQIA friends, neighbors, and family members….” Devadhar and his cabinet also said they stood by the conference board of ordained ministry’s decision to ignore the Book of Discipline regarding a full examination of candidates for ministry. We can no longer abide by the restrictions the Book of Discipline has placed on inclusion of LGBTQIA people in the full life of the UMC.” Their defiance contributes to the sense of a church that is slowly, but surely slipping into chaos. ![]() We, therefore, refuse to accept the United Methodist stance that homosexuality is incompatible with Christian teaching. O Over 250 pastors in the Michigan Annual Conference have signed a statement declaring, “The General Conference, as an institution, is broken. In addition to episcopal critique and defiance, some pastors, general church leaders, and church affiliated organizations have registered their dissent as well. Her remarks here and in other spheres leave many in her annual conference unsure about her role as bishop of those who support the Book of Discipline and the decision of the General Conference.Ġ The Western Jurisdiction bishops accused the General Conference of being “incapable of making space for ALL of God’s children,” and lauded the jurisdiction’s willingness to defy to the UM Church by electing “the first out gay bishop.” ![]() Mark UM Church in Atlanta on Sunday, March 3, Bishop Sue Haupert-Johnson, of the North Georgia Annual Conference, said, “When I answered ‘yes’ to the vow, ‘will you renounce, evil, injustice and oppression wherever you see it – and boy have I seen it!” it was obvious to all in attendance she was referring to the work of the delegates at the special General Conference who passed the Traditional Plan. O After he lamented the present state of the general church in an open letter, Bishop John Schol said, “We are a One Church Conference where churches hold different beliefs and understandings and engage in different ministries with gays and lesbians.” Not surprisingly, many orthodox evangelical pastors and lay people interpreted his remarks as a tacit admission that he would lead the conference as if the One Church Plan passed. ![]() O Bishop Julius Trimble, of the Indiana Annual Conference, unfairly mischaracterized the work of the delegates when he wrote, “The United Methodist Church cannot be held hostage by votes at a General Conference or the wide chasm between those who read the Bible and see condemnation and others who read the Bible and see grace.” Orthodox evangelicals now justifiably wonder if their episcopal leader will fairly and faithfully execute the duties of his office. Unfortunately, since the close of the special General Conference a number of bishops have acted or spoken in direct opposition to the work of General Conference. When our bishops – our chief executive officers, authorized to guard the faith, order, liturgy and doctrine set forth by General Conference – defy or call into question the work of the General Conference, they engender a constitutional crisis that undermines the good order and unity of the church. Our time-honored polity is designed to handle such transgressions by balancing justice and grace as we seek reconciliation and restoration. When individual UM members choose to act contrary to the decisions of General Conference, whether of a theological or ethical nature, it is regretful. ![]() It sets the faith, order, liturgy, doctrine, and discipline of the church, and its decisions represent the global connection as it discerns God’s will for the whole church. 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